System Shocked
by SolusD
Summary: System Shock Crossover. AU. Stranded on a inactive space station, our favorite two tailed fox must find a way to survive the horror that is trapped there with him, but with his only salvation being a voice in his head, will he manage to survive?
1. Chapter 1

Well this is it, my first fanfic. This is a story that I've thought about for a long time and finally after alot of thought I decided to go ahead and try my best to write a fic. I dont claim to be any type of epic storyteller and I may have a few spelling and grammatical errors as well, which if i do feel free to tell me. Just read and enjoy the story and if you happen to like it then review and tell me what you think. ^^

Disclaimer: I do not own Sonic or System Shock or anything afiliated with them. This is simply a fictional story for entertainment.

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><p>The Planet Mobius.<p>

A planet of advancing technology from both of its two main inhabitants, the native Mobians who are a race of anthropomorphic animals that have evolved into bipedal sentient beings, and Humans the race of evolved primates who have become the most populous species in the galaxy with countless planets inhabiting there kind.

Despite their differences at first the two species have come together and now live peacefully on their planet, the only source of anarchy left being a tyrannically mad human who, with his created army of robots, attempted to take over the planet. Despite his efforts though he was eventually brought down and sentences for his crimes.

With peace all across the lands the civilizations began to turn their focus towards the vastness of space, and soon accomplished this feat. After countless successful orbits around the planet, the major powers of Mobius came together and ultimately agreed that they would focus on the first orbital space station, able to house hundreds of people and allowing them to live their lives in the luxury of the technological advance outpost.

After years of work and progress the plans and dreams of many became reality and the outcome of all their hard labor was Citadel Station, the first of its kind and a beacon towards the technological progress the people of Mobius have achieved.

Most of the inhabitants of the space station were wealthy families whose money and influences have bought them their way into it, while the rest of the inhabitants were specifically chosen people who are well enough qualified to maintain the station and its many needed jobs.

After year s blissful peace in Citadel Station, its inhabitants have become happy and prosperous, and just as quickly as its own creation; the space station has grown and become the main research center for their next space explorations as well.

Now, as the shuttle from their latest exploration of a nearby planet docked with Citadel Station, the people inside had no idea the terror they were about to experience...

- Planet Mobius Orbit, Citadel Station, Medical Bay E4.

The room of the Medical Bay was bathed mostly in shadows with the exception of the glowing computer panels that outlined the walls of the room and a large cryostatsis tube that sat in the back of the room and also emitted a faint blue light. The Med Bay was also coated in silence, the only sounds being the very faint hum of all the electronics working in unison. As atmosphere of the room stayed dark and silent for a long time it was suddenly broken as the computer screen placed on the front of the cryo tube flashed on, endless streams of data flowing across the screen for a few moments before it cleared and the legible text "Deactivation Of CryoStasis Procedure Beginning".

Slowly the tube begins to spilt itself open, thick wisp of visible cold air flooding out of the machine as it continued to open up all the way, revealing the living figure that slept inside it. Soon after the figure inside began to stir, groaning as it began to wake and slowly pull itself out of the apparatus.

The sleeping character revealed itself to be a young and average sized male fox, his fur being covered in a yellow color with white tips in places; he was also wearing a maintenance uniform with a utility belt attached to it. His sleepy eyes showed he had brilliantly blue colored pupils and his head having a few long, stray strand of fur sticking out. As he pulled himself completely out of the cryo tube he stumbled and accidently fell face first to the hard metal floor, revealing not one, but two fluffy tails attached to his lower back.

The fox groaned as he felt the harsh and cold floor slam against his front side as he plummeted to the floor, his sleep in inanimate stasis draining any strength he possessed. Standing up on weak legs the yellow fox began to take in his surroundings and looked around the darkened Med Bay, wondering where he was and what was going on.

Suddenly a piercing ringing sound echoed throughout his head, the canid began clutching it as he sank back to the floor and screamed out in agony. Clawing into the floor the sharp sound continued reverberate in his mind for about a minute longer before it stopped just as quickly as it started. The fox sprawled out on the floor soon heard what sounded like faint static and a voice intertwined in the noise inside his head, just like the painful ringing he had now experienced. Shakily he sat up and the voice began to sound clearer and the static began to fade inside his mind. Listening closely he heard a stern, adult feminine voice repeating the phrase, "Hello, can you hear me?".

Speaking out loud in a weak voice the yellow fox said, "Yes, I hear you.

"Good, I see you have successfully awakened from your cryo stasis." the voice in his head said, the female's tone not sounding as if she cared how the young fox was currently feeling as his whole body continued to violently shake from the immense pain of the ringing inside his head.

"What was that awful ringing? What s going on, where am I? And who are you?" the fox quickly questioned continuously, the voice in his head apparently being able to respond.

"To answer your first question the ringing you heard in your head was your new cybernetic implants activating for the first time. New users must experience the implant fully sync with their minds when it is first turned on, the result usually ends with the user experiencing severe headaches and is often accompanied with a loud ringing." the voice answered.

"No Kidding." the fox said sarcastically, rubbing his head.

"The answers to your other questions are not a simple. Right now you are in Medical Bay E4 of Citadel Station, the Mobius orbiting space station created to be the first habitual space post for hundreds of Mobius's citizens to live their lives in in luxury." the female voice answered, "You are a maintenance worker chosen specifically like all your other employees to fix and maintain Citadel Station and you have just awaken from your medical procedure that forced you to rest in cryostasis for six months."

"What!" the fox exclaimed, "What do you mean by medical procedure?" he then asked, his mind trying to grasp his situation and the discovery of being asleep for six months creating even more question.

"Six months ago you volunteered to have an experimental cybernetic implant fitted inside your brain. Your new upgrades include a high frequency encrypted radio attached to a vocal pattern recognizer, optically integrated information capable of showing the users vitality and displaying data when linked to any computer interface, a reflex booster that allows the user to react to situations approximately three times faster than the average sentient being, and finally a neuro-strength enhancer that will unlock the minds safety instinct and allows the user to use their body to its fullest capabilities."

Sitting back in the dark room and letting all the information sink in the fox silently began to notice the subtle changes he felt, his eyes being able to see pretty clearly in the darkened room and now putting together that the voice he was hearing was from this new radio in his head.

"But why don t I remember anything about it?" he asked out aloud, his vocal recognizer allowing him to respond with his new radio.

"Do you remember who you are?" the stern feminine voice questioned.

The male vulpine nodded affirmatively, "My name is Miles "Tails" Prower, as you said I'm a maintenance worker for Citadel Station. I have been working there for about a year, but anything after that is a blur." he said, then going to ask, "Who are you again?"

The voice did not respond immediately, but soon spoke up saying, "Your lack of memory is a side effect of the procedure, but it is only temporary so don t worry. As for whom I am, my name is Dr. Janice Polito, I am the head surgeon and lead medical engineer, as well as the one behind your new implants. Right now I am contacting you from the Central Command room with an emergency frequencer." Staying silent for a few more seconds again she then finally added, "You have no idea what kind of hell is going on around you right now."

Standing up the fox began to feel to effect of his long sleep beginning to wear off.

"What do you mean by that?" he asked in a questioning and suddenly alert tone.

"While you were sleeping this station research center came in contact with a unknown species of xenomorph. While it was contained at first these life-forces have attacked and attempted to take control of this outpost by mutating its inhabitants and transforming them into something unheard of." Dr. Polito recited grimly, "Lucky for you the medical bay you have been kept in was sealed with blast doors and hasn't been opened since your suspension in cryostasis, but while you have peacefully slept the people of this station have either died horrible deaths defending their lives, or they have become something you cannot understand or wish to... I now believe you and I are the only living people left on this station."

The fox aptly named "Tails" felt his body go cold and a shiver crawl up his spine as he heard that he was now nearly alone on this huge space station.

"I don t understand..." he said softly, "W-what happened to those who were supposedly mutated as you said?"

"The xenomorphs showed to possess a type of telepathy, with this they tricked the mobians who were researching and guarding them from the rest of the population. Before they spread out to attack the others they began to us some kind of ability that let them fuse there anatomy to the mobians and humans they had current control over." the doctor began, going on to say, "The xenomorph that took over the lead researcher, Professor M. James, used his victims access to gain control of this station and shut down all communication and security functions. By the time our security forces found out about what had happened this unknown species had already begun to attack and control up to thirty percent of our population."

Tails could only listen in horror, leaning against a nearby computer panel as he tried to digest all the information.

Dr. Polito kept on though, "Once this species took control of our people they actually used our own medical technologies along with their original DNA to twist and transform this stations inhabitants into horrific mutations, crafting both organic and cybernetic monstrosities in their image as they claimed. The rest of the population attempted to survive and resist for the past six months, but with no communications and all the automated security defenses turned against us, the rest of the survivors that once happily lived here soon fell or were turned like the rest. I'm only alive right now thanks to luck, but I don t believe that will last much longer. As of now you re the only one left who can fix this situation."

The kitsune's head snapped up at this and he dispairingly asked out, "How can I possibly fix all of this? If what you re saying is true then there s no way I'll be able to survive!"

"No! I believe with your new implants you re exactly the thing we need to turn this around, and with me guiding you I know you can do it." the doctor yelled back at him. "Besides if you choose to do nothing I can guarentee you will die much quicker than if you choose to fight back."

Taking a deep breath the fox nodded and said, "Y-you re right, if all of this is actually happening then doing nothing will just kill me. These mutants you mentioned, are they still alive?"

"Yes they are. I would say about forty percent of this stations seven hundred and fifty four mobian and human populated space post are still living and have been transformed in some way, they are now stalking this ship for any more survivors, but it does seem though the ones that did live long enough to fight actually managed to kill a portion of the changed. I have been observing there activities closely and have come to the conclusion that they work in a hive like mindset, and if my theories are correct then they are trying to now organically and naturally breed more of their kind with some of these new creations of theirs."

Tails gave a hollow little laugh, and then saying sarcastically, "Great, that s just wonderful." he then went on to exclaim, "How on Mobius can I defend myself if they have already shown they can kill everyone else? Why can't we just leave for Mobius and explain what going on anyways?"

The doctor quickly responded to his questions, "We can t leave because they wisely destroyed the shuttles and escape pods as one of their first objectives when taking over, along with shutting off all communications they have succeeded in trapping us here. I believe there goal was to consume and repopulate the mobians of this station and then when planet Mobius sent a survey shuttle to see what was causing the problem they would ambush and then return to the planet, infecting it as it has done to this station."

After hearing that the two tailed fox jumped up, getting his resolve quickly back, "We can t let that happen! They could destroy everything and everyone on Mobius!"

"Exactly," Polito firmly responded, "So far planet Mobius has sent two shuttles actually, but luckily both search teams had their own ships either destroyed or disabled before they fell just like everyone else. As for how you can defend yourself though, there should be something for that in the cabinet in the corner of the Med Bay to your right."

Looking to his right Tails saw the cabinet mentioned, moving towards it he reached out to open up the panels, only to stop just before he touched it, "Wait... how did you know this cabinet was to my right?"

Dr. Polito answered him by saying, "The enemy may have taken control of the security defenses, but ever since I've been barricaded in the Central Command I have been able to take control of the cameras throughout the ship, any place that has a camera installed I can use it to visually follow. Look around and you should see it."

Looking the vulpine quickly saw the silver security camera hanging from the ceiling in one of the corners of the room, a blinking green light next to the lens showing it is active. Nodding towards it he turned back and began to open the cabinet, seeing inside it did hold a tool he could use in his defense.

"I assume you still know how to use one of these." the stern female voice said clearly in his mind.

"Of course, but how did you know I was a adept as well?" Tails responded.

Looking at the object he instantly recognized it as a Chaos Amplifier. The tool looked like a small black ball with a glowing red light in a small indented hole on the side of it and a cord with a long insertion jack at the end of it. The vulpine picked it up, it size and weight letting it sit comfortably sit in the palm of his paw as he held it upright. He smiled slightly as he thought of the little devices appearance, always reminding him of how they kind of looked like the "Death Star" from his favorite series of movies.

Dr. Polito soon stated, "Your employee workers file noted that you trained as a adept when you were child for two years before you dropped out of your lessons. That and I happened to notice the implant in your arm like other all adepts when I was working on you."

Tails held his right arm out and pulled the sleeve of his uniform up to reveal a implanted hole in the middle of his forearm, and taking the end jack on the cord of the amplifier he pushed it into the hole, feeling a strong tingling feeling spread through his arm and watched as the amplifier's light flashed brightly on. Looking at the tool he couldn t help but think of how revolutionary the devices were, allowing any mobian or human with enough training to use chaos powered abilities by transferring the bodies energy into the machine which turns it into the volatile matter for the user to manipulate, with these anyone could become an adept with chaos energy without having to use those infamous Chaos Crystals that were so sought after.

"Yeah I can kind of still use one." Tails said, "I don t know if I could do anything other than pulling a object towards me or maybe make a basic Chaos Blast."

"It will have to do." Dr. Polito stated, then telling him, "The first thing you need to do is obtain a Master Keycard, which will give you access to any of the still functioning blast doors to each different level of this station. Right now you re on Level Two which is a Medical and Research level, and your main goal right now is to get to me in Central Command which is on Level Five, Head to my office on the other side of this level and look for my keycard in my desk."

The kitsune nodded and began to walk towards the heavy blast doors of the Med Bay, pressing the button on the inside to open the hardened entrance. Watching the doors opening he heard the doctor chime in again telling him, "I suggest you try to be as stealthy as you possibly can, any confrontation will be a great threat so you re better off trying to sneak by any hostiles."

Tails nodded once again and walked out of the safety of the Med Bay.

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><p>There's the end of chapter one. ^^<p>

I know this one may be a little dry since its nothing but explinations and plot exposition, but I plan on changing that for later chapters and getting some of the action and blood that this fic will contain in there soon. Like I said before if you enjoyed it then review and tell me what you think. If you see any real problems either feel free to speak up, I'll accept any constructive critisism as long as it's actually helpfull and not just flames. X3


	2. Chapter 2

Chapter 2

Disclaimer: I do not own Sonic or System Shock and only hope to obtain a few interested readers with this.

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><p>- Mobius, Station Square, outside Citadel Station Planetary Headquarters<p>

The city of Station Square was a busy place, with both humans and mobians going along their paths at rushed paces. Outside of Citadel Station's HQ on Mobius a blue male hedgehog mobian stood at the large buildings entrance, his foot tapping impatiently as he loitered in his spot. The hedgehog appeared to be waiting on someone, constantly looking down the street on both side, his eyes scanning for a certain vehicle in the torrents of drivers that sped down the road.

A few moments later though he smiled as he noticed a long black limousine appear down the street and drive up and park in front of the building he stood at. The passenger's door began to open and four different mobians climbed out of the vehicle.

"Took you guys long enough!" the blue hedgehog exclaimed to the group that filled out in front of him.

"Oh c'mon, were here right on time, your just here early as always you speed freak." the red colored echidna male of the new four responded back, his tone light and humorous with the grins on the two of their faces indicating that they were on friendly terms.

"At least it's better than him always being late." a pink female hedgehog member spoke up, her eyes going back to the early arrival and a light blush forming on her cheeks.

The black hedgehog that stood silently at the back of the group just ignored the friendly banter of the others and shoved past everyone, beginning to make his way inside the building with the same silent, blank expression and tone just showed.

The others just watched him ignore and brush past all of their attempts to catch up on events, each either sighing or just shrugging and beginning to follow there silent group member.

As they all caught up and began to enter the building, walking past many other numerous mobians and humans inside, the last member, a purple female cat walked right next to the blue hedgehog, speaking to him in a soft and calm tone, "Who would have ever believed we would end up here?"

"Definitely not me." he said answering her question.

"Yeah, we sure have made our way up in this world haven't we?" the pink hedgehog questioned out loud to the others, all of them nodding in agreement even including the silent one of them.

The group approached the reception desk of the lobby of the building, the human receptionist seeing the group approaching and asking them, "Yes? May I help you?"

"Yes, we were told we are to be expected my Miss Acorn." the blue hedgehog spoke up, flashing the girl a confident smile.

"Oh yes, I was told to be expecting you." she said, standing up and motioning for them to follow her, "This way please. I'll lead you to her."

All of the mobian members followed her into an elevator that supported a sign labeled "Authorized Faculty Only"

Everyone fit inside the elevator and the receptionist hit the highest button on the illuminated panel, taking them to the top floor. The elevator ride was filled with silence, all of the anthros wondering what exactly they were about to get in to.

After what felt like a long time the elevator finally reached the top floor of the large building, the group walking out of the elevator into a huge, slightly dark and very loud room that was filled with uniformed people, all working franticly over a glowing computer which were each scattered everywhere throughout in the area.

Taking the group into the mass of workers who were each deep into their own jobs, either typing away endlessly on their machines or shouting like crazy to another in heated arguments, the visitors found themselves in the middle of the mess, looking at a female mobian ground squirrel who was wearing a similar uniform with numerous medals and patches decorating it. This was obviously the one in charge around here as she barked orders out harshly at everyone near her.

"Miss Acorn your guests have arrived!" the receptionist yelled loudly over the noise at the decorated leader.

The ground squirrel spun around and saw the group of new arrivals, looking them over for a few seconds she nodded and spoke up clearly, "Very good you may go. The rest of you please come with me were we can talk properly."

Following her the group now went to the far side of the busy room, to a strong metal door with numerous armed guards standing outside it, each one standing at attention and saluting as the leader approached and requested entrance to the room. Giving affirmatives the guards opened the heavily blocked door, allowing the group to walk through.

Inside was a very dark, almost bare room with many large screens lined across the walls and only one other thing, a large wooden desk that faced backwards and instead towards the screens on the adjacent walls.

Closing the heavily guarded door behind her the ground squirrel then walked in front of the group, standing in front of the desk to them, "Thank you all for coming, I assure you the matter of your arrival here is one of most importance." she told them.

"My name is Miss Sally Acorn and I'm the designer and and partial creator of Citadel Station. Years ago me and other lead researchers designed the first habital space station and as you no doubt have learned we succeeded. For years I have surveyed and worked on all of the continuous problems of our great technological break through and never once have we had a serious situation, that is until now..." the ground squirrel named Sally Acorn announced.

The screens behind her suddenly all flashed on, each one showing either a human or mobian of each gender, all of them either wearing decorated military clothes or expensive business suits.

"Miss Acorn, so glad you have chosen to contact us again. I suppose you have another planned solution for our little problem don't you?" a short, bald human male on one of the screens said in an arrogant tone.

"Yes I believe I have found the answer to the problem that's been plaguing us recently." She responded. Sally then turned and gestured to the group of visitors behind her, "ladies and gentleman, I give "The Freedom Fighters", the current best group of hired mercenaries on Mobius."

"Will someone please tell me what we're doing here?" The blue hedgehog asked out loud for anyone to answer.

Sally held her hand up, indicating for him to be patient, "In due time, first I'd like to introduce you to the major powers that have helped with the creation of our biggest technological advancement, Citadel Station."

The Freedom Fighters looked at all of the people that illuminated the many screens, many questions still on all of their minds though.

"Great to meet you all, now please move on." The blue hedgehog quickly said to them all, clearly not very interested.

"I've called you here because for the past few months there has been a... incident on Citadel Station." the ground squirrel continued.

"Do you really believe that this little group of pathetic bandits can remedy the situation on Citadel Station?" a female eagle mobian said insultingly.

"Hey! You can't speak about us like that!" The echidna yelled at the eagle.

"Calm down." Sally told him, then focusing her attention on the people on the screens, "I assure you all that these are not your normal brand of mercenaries. This group has had there reputation raise quicker than any group for hire I've ever seen and so far they have never failed on a mission."

She started by motioning towards the blue hedgehog, "This is the leader of the group Sonic; He's a former soldier who specialized in infantry combat and survival. After being discharged for injuries he studies as an adept and quickly became a master of the arts within a few years. Using his Chaos powers he allows it to enhance his own natural abilities and boost his speed to a degree that gives him an advantage over nearly any enemy he faces."

"He's not the leader he just ends up talking for us the most." the red echidna spoke up, causing the ground squirrel to direct her attention to him next.

"The muscle of the group, Knuckles." she then explained, "After spending the majority of his younger life in prison he finally found discipline in his adept training, and after years of training he became known as one of the strongest up and coming master of the arts, but only to disappear from the face of the planet until just recently. Like their lead- erm... friend, he also uses his power to enhance himself though he focuses on strength and hitting his foe with as much force as possible."

Her focus then went to the pink hedgehog, "Amy Rose. A normal child born in an average suburban town. She showed a strong attunement with chaos energy as a young child and after an accident with it at her preschool she was forced to go directly into full time training to control herself. After a lifetime of training she has arguably become the best adept on the planet at controling her powers now. She specializes on imbuing her chaos energy into objects, causing them to do effective damage with even the simplest of things."

As the people on the screens listened to her continue on they saw her then motion to the purple feline, "This is Blaze. You may already recognize her for she has one many Olympic events in the fields of chaos adepts. After getting the gold medal two times in a row for her destructive demonstrations she retired and like the echidna here, she disappeared until just recently. Her strengths lie in her ability to create fire from chaos and destroying all that stand in front of her."

Finally she went to the last member of the mercenaries, the black hedgehog who had still yet to speak a word, "And last, but not least we have Shadow. A fitting name indeed because we have nothing on this one, he's a living ghost. What we do know is he's the Jack-Of-All-Trades of the group and if what the tiniest bit of info we have on him is correct, then he's never once trained in his ability with his chaos powers. We've got a self-mastering adept here so I don't know what to make of him.

Once the ground squirrel finally finished with the introductions the numerous people illuminated across them each held a different look from before, the info they received letting them see the visitors in a new light.

"Well if what Miss Acorn says is true than we're in the presence of quite the professionals. These mobians may very well be our answer after all." a human male dressed up in a scientist uniform said with relief flooded throughout his words.

"We can handle anything you throw at us." the blue hedgehog named Sonic exclaimed confidently to everyone.

"Naturally," Miss Acorn responded, "Now for us to explain the reason for you coming."

Taking a deep breath she then began, "Six months ago our leading space research team located on Citadel Station found a destroyed space craft on one of the nearby planets of Mobius. Amazingly it appeared to belong to the madman Robotnik who tried to conquer the planet years ago. After we extracted it from the planet surface we returned it to Citadel Station thinking it was safe and harmless. When it arrived there and the wreckage was further inspected though, we discovered that it contained some types of biological beings that were frozen in stasis. The research teams quarantined the research area and began to attempt to learn about their discovery."

Pausing so that the mercenaries could let the info sink in the ground squirrel turned back to the screens and told all of the people on them, "I'll return after I've briefed the group." cutting her transmission and turning back to The Freedom Fighters.

"We don't know what happened on Citadel Station after that... all transmissions to and from there were cut and not a single shuttle or escape pod had left the outpost ever since either. We've sent two teams to check out what we're going on and both were eliminated..."

"So what do you want us to do exactly?" Sonic asked her, his confidence still radiating from his words.

"We want you to board Citadel Station and identify the cause of this problem, and if possible neutralize it. I won't lie, we have no idea what you'll be in for up there, but we promise you'll all be rewarded in more ways than you can imagine."

With the promise of such a grand reward all of the mercenaries immediately stepped forward ready to take the job, riches beyond their dreams each floating in their minds.

"Is there anything about the situation happening at the station that you do have information on?" Blaze asked quietly.

Miss Acorn nodded affirmatively, "Yes we were able to salvage some of the recordings from the cameras on our second search team's equipment."

Turning to her desk she grabbed a remote and pointed it to the middle screen on the wall, pressing a button and causing videos to appear on the screens, each one showing an image from an individual camera, though they did not support any audio.

The images on the screens showed a group of armored humans, each one holding some type of munitions weapon and cameras attached to their helmets. The team was cautiously walking down a dark and gloomy metal hallway which was covered with holes and scars all along its floors and walls.

Watching them look around and show more destructive sights throughout the area they suddenly saw that the armed team's attention had snapped to something up ahead, one of the members saying something to another and pointing up ahead. The team slowly approached the source of attention with their weapons raised and as they were about to turn the corner at the end of their path one of the humans at the end of the groups formations had its camera go out.

The other humans apparently didn't notice any problems until a few moments later when one looked back and saw that the exact person was actually gone.

The next few moments of the videos showed something that couldn't be explained, the video showed that suddenly everyone began to look around wildly and yell at each other, a few even beginning to discharge there weapons at something that wasn't visible from all of the constant movement and dark shadows in the area and a few even turning to run back.

The viewing mercenaries then watched as the cameras began to short out, one by one. The last one appeared to make it back to his ship and attempt to make contact before yelling more and disturbingly begining to smash the controls of the ship, only to then turn and have his camera's display turn to static.

"I'm afraid this is the only information we have on this situation right now." Miss Acorn then said.

Out of everyone in the group the silent black hedgehog stepped forward and said in a barely audible whisper, "We accept."

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><p>As soon as Tails exited the Medical Bay the kept him safe from any it's outside events he instantly noticed something was wrong with the hall that he had now entered. The lighting was more dim than the stations standard with about half of the lights above either out of order or blinking on and off as opposed to the few remaining ones that still worked and glowed steadily. Another thing was that not only was it empty and still, but it was quiet... much too quiet. Normally the stations would be bustling with its inhabitants and many sounds would accompany its busy pace, but as of now there was nothing, it was just dead silence.<p>

Dr. Polito's voice spoke up from inside his head, "Right, now travel down the end of this hallway and take the fourth hall on your right that you see."

Tails followed what he was told, carefully and quietly he strode down the hallway with his eyes darting all over the place, looking for any potential threats and also taking in more of his current surroundings. He was shocked to see nearly every room was torn to pieces, the furniture or electronics in it either destroyed or thrown out of place. There were also dozens of scorch marks and hole punched through the metal of the walls and floor, signs that both blaster and gunfire had taken place here before, and by the measure of all of it, it must have been a hell of a fight. As the canid turned around the desired corner to his objective he stopped suddenly, looking wide eyed at a large pool of dried blood that was smeared along the ground, indicating something was dragged along the halls length.

Moving even more cautiously now the fox continued along his path, the doctor chiming in every now and then to direct him. As Tails finished traveling along a maze or corridors he finally reached a set of blast doors that let him access the other half of this level. Opening up the heavy doors he was greeted with a grizzly site, the large room was supposed to be a lounge, with many chairs and couches scattered around and tables with game board patterns etched on them and even a large fountain placed in the middle of the room. Despite the fact that the room was designed to be a relaxing spot it was far from that now as there was dozens of dead bodies, both mobian and human, littered around the area and with enough blood to coat the floors and walls. The faces of the corpses displayed either agony or fear and a few bodies floated in the fountain causing the water to turn a diluted red color.

Walking inside slowly Tails felt his stomach turn as he had to step over a few of the corpses to move past all of this. Just as he had his back to the bloody sight the vulpine's ears twitched when they heard something, the sound was a faint groaning and heavy footsteps followed with it, and they were getting louder...

Frozen in fear of what it could be the kitsune stood in his spot long enough to see what was causing the noises round the corner from a hallway up ahead and into his view.

What was approaching the vulpine was a mutated male human, its whole body was covered in blood and its chest was exposed, the skin and muscle of his torso being torn off revealing his bare ribcage and the mess of organs working inside him, with a few of it entrails even hanging out and a dark black ooze seeping out mixed in with crimson blood. The mutant human also had a throbbing tentacle like organ that went from the side of its head, wrapped around its neck and then went into its opened torso. Stumbling heavily in the foxes direction the monster whispered nonsensible gibberish and was swinging back and forth a large bloodied pipe that it held in its grasp.

Finally looking up the horrific monster noticed the trembling fox ahead. Apon seeing a living mobian the creature let out a bone chilling scream, rushing towards the vulpine with its bloody pipe raised to strike!

Tails let out a terrified shout and jumped back quickly just as the mutant slammed the pipe down in the spot he was once standing. Shakily he raised his Chaos Amp towards his enemy and attempted to shoot a chaos blast at him. As the amp glowed in his grasp it quickly dimmed suddenly as the chaos energy that was just summoned was lost.

At that point he heard Dr. Polito scream in his head, "You must concentrate! If you can't think clearly and use that amplifier correctly then you're as good as dead!"

It didn't matter what she could say though, Tails knew he was too scared to use the amp. All he could do is he keep moving away from the horrid monsters strikes, which kept coming after him over and over, each strike seemingly getting closer to hitting the poor kitsune. As Tails stepped back again he felt his footing fail him as he tripped over something, looking up he saw it was a huge bloodied crescent wrench. Quickly grabbing it and getting to his feet he was able to raise his arms fast enough to use the wrench to parry the blow, causing the monster to stumble back and scream in defiance. When the mutant raised it arms to come down on the fox with its weapon, Tails took the quick opening he saw and swung the wrench as hard as he could in the unprotected side of the creature. Tails closed his eyes just as he made contact, but that still didn't stop the awful noise of bones snapping and tissue being crushed that emitted when his weapon found its mark.

The mutant roared out in pain and stumbled back, the bones in the right side of its revealed ribcage now splintered to pieces and imbedded in the thrashing organs it possessed, large amounts of the black ooze squirting out along with the wound.

After the first hit the vulpine saw that he had another chance, this time aiming for the mutants knee and hitting it with brutal force like the last blow and causing the creatures limb to snap, forcing it to the ground as the monstrous horror screamed at the top of its lungs, "KILL ME!"

Tails closed his eyes again and rained blow after blow onto the creature head, turning it into a bloodied pulp. As the monster finally stopped moving and died the fox slowly opened his eyes and stared in shock at what he had just done. Looking down he saw the wrench was dripping with the bloody mess and he dropped it in disgust, then raising his hand up shakily to see they were covered in blood too.

"I-I've killed someone..." he said in a hollow tone, still staring at the blood on his hands and fresh tears beginning to flow from his blue eyes.

He couldn't move from the spot he stood, all he could do is stare and sob at the blood and death around him.

"Snap out of it!" Dr. Polito yelled at the two tailed fox, "Don't start getting sentimental on me! That thing wasn't even human anymore anyways so you were doing it a favor by killing it!"

Tails let her words sink in, thinking of what it had screamed at him when he dropped it, wiping the tears from his eyes and picking up the wrench again. "Okay." he said, his voice still slightly hollow and his eyes looking colder, "Where should I go to now?"

The doctor gave him the information and the kitsune began to follow her directions again, attaching the huge crescent wrench to his utility belt for him to use in the likely case of him running into another enemy.

"Other than your emotions you handled yourself fairly well back there." Polito told the vulpine in her constantly stern tone, "It would seem that both your reflex booster and strength enhancer worked like a charm in your encounter, even in a state of panic I saw that you were able to easily dodge that abominations attacks and that you had the strength to swing that large wrench you found with no trouble, you also were able to hit it hard enough to do serious damage."

"Yeah... wonderful..." Tails responded somberly.

As the canid continued down more darkened and destroyed hallways he saw many more bodies lying lifelessly along the way, a few even apparently even leaving dying messages written in blood next to them saying things such as "RUN!" or "GET OUT!" and even a set that was written in large letters on a brightly lit wall that said, "THERE COMMING!" and right under that a message in blood saying, "No Hope..."

Ignoring the dreadful messages Tails kept moving through the myriad of hallways, following Polito's orders as he crept along his path.

"Very nicely done, you've just about reached my office on the Second Level. There's a numeric keypad lock to enter inside, the code is 45100, once you've gotten inside you'll find the keycard you need." Dr. Polito told the kitsune as she directed him to his location.

Just as Tails began to reach the hallway that contained the office he was looking for he heard more similar groaning and shuffling like he had before! This time though calmed himself and quietly stepped back into a darkened patch of the metal corridor, melding into the shadows.

Staying hidden in the darkness the vulpine saw another mutated monstrosity shamble its way down his path, the creature looking similar to the last one he saw though this one was a male mobian raccoon instead of being human. Just like the last one too it also held a bludgeoning weapon in its hands.

From the shadows Tails heard the some of the horrors incoherent rambling.

"The Many sings to us. We seek... WE SEEK! We are, we are, we are, we are..."

Tails began to grip the heavy and large wrench at his side, silently pulling it from his belt. He was going to finish this one quickly.

As the hybrid mobian creation kept moving forward it eventually stopped as it directed its attention to a broken computer console installed against the wall of part of the hallway, the faulty machine emitting a gentle tune that kept repeating itself over and over, causing enough of a distraction for the hostile enemy of the hidden fox.

Seeing that his moment had come, Tails quickly, but quietly snuck up behind his opponent and got within striking distant. Raising the large wrench in his grasp the vulpine began to hesitate for a split second, remembering the sickening feeling he felt after defeating the last one, but then also thinking of Polito's advice of how he was giving them mercy by killing them. With a terrible crunching sound the mutant dropped from the blow to the back of its head, the monster dropping to its knees as it let out a loud and pained scream before it went silent and quit moving.

As the mutant fell to the ground though its arm had reached out and brushed the keyboard of the broken computer. In a stroke of horrible luck for the fox the key that ended up being pushed managed to press something that caused the computer to begin to make a shrill and very loud sound that echoed unnaturally throughout the seemingly empty halls of the station. Quickly the kitsune moved to the source of the noise and attempted to shut the malfunctioning machine off, only to fail as he typed away in a blur on the keypad and a giant "ERROR" kept flashing on the cracked screen it held.

In a rage Tails took hold of his wrench and smashed the console over and over till it finally ceased with its loud sounds. Breathing heavily and stepping over the dead mutant the two tailed vulpine began to go back to the office he needed to visit.

While he was moving towards his destination though the vulpine began to hear what faintly sounded like metal scraping against metal over and over. With dread Tails turned around and heard the sound getting closer.

His fear was soon confirmed as he soon saw a new hideous being storm into sight and then charge towards him.

This one was much more different than the others; it was a naked female human who had her head trapped in a box like metal contraption that contained two spikes with a mess of wires wrapped around them imbedded into her eye sockets. The head's contraption though was just the middle part of the mechanical apparatus that was part of the girl's body now, with it having four mechanical spider like legs that lifted her original organic body from the ground. The mechanically altered abomination was rushing towards the sudden sound that was created by the broken computer and as soon as it saw the young fox it let out a horrifying scream from its bloodied mouth and began moving quickly towards its prey, its human body hanging useless and limp as it used its long metal limbs to begin crawling towards him.

As the monstrosity began making its way towards Tails he quickly turned and began to ran, hoping and attempting to escape this newest threat towards his life.

* * *

><p>Chapter Two down. ^^<p>

This one did end up containing alot of more exposition, but once I got back to Tails p.o.v. I could begin writing some of the good stuff. Tell me what you guys thought of it all, I never relized how tricky it can be to try and set up tension in fear in the story so if I managed to succed let me know.

R&R XD


	3. Chapter 3

Chapter 3

Disclaimer: I do not own Sonic or System Shock.

Legend:

** = Audio log or inner thoughts

* * *

><p>- Mobius, Station Square, Beika Sun Plaza Hotel<p>

The mercenary group known as The Freedom Fighters were all sitting inside there complimentary hotel room that Sally Acorn had provided for them. They all were discussing their newest mission, each one having a different view of how it was going to end.

"This will be easy guys, don't worry, we'll finish this job up in no time and be living the good life for the rest of our time after." Sonic said happily and confident as he sprawled out on the large, soft bed.

"I'm with Sonic, this ain't going to be hard at all, not for us that is." Knuckles said, brimming with the same confidence that his friend had as he sat on one of the couches, stuffing his face with the room service food.

Blaze just looked at them with a serious look as she sat in her chair with her legs crossed, her face matching her tone as she said, "Why would you two think that, if two search teams that were trained to defend themselves were defeated so easily what makes you believe it won't be a threat?"

"Uhh… that's because they weren't us and they didn't have our mad skills." Sonic replied joking.

At that phrase Shadow stood up from his chair and walked towards the door, opening it and about to leave before he stopped and turned to them, speaking very softly just like before, "If you choose not to pull you head from your ass by the time we get there, then you won't live long enough to make bad jokes like that."

As the black hedgehog shut the door behind him, the others looked at each other with slightly different expressions now.

"You know if Shadow thinks this is going to be dangerous then we may want to take this a lot more seriously." Amy spoke up from her end of the couch, "You know he doesn't speak up unless it's a serious situation."

"Yeah… you're probably right." Sonic then said, agreeing.

"We should still enjoy our time here in the city while we're here and we have the time before our mission." Amy then told everyone.

"She's right. I'm going to go explore the city a little," Blaze responded, walking out the door to the room as she went to see how the city has changed through the years.

The two hedgehogs that were left soon followed as they also went to explore the city like their comrades had chosen to do, while the echidna stayed to continue eating and enjoy the fancy room.

* * *

><p>Tails sprinted as fast as he could down the dark hallways of Citadel Station, his heart pounding heavily in his chest and his fur standing straight in fear as he ran for his life from the mechanical monstrosity that chased him. The human enemy with a torture box on its head and giant metal spider legs attached to that letting it quickly crawl towards its prey, the mangled face in the box screaming from both agony and its instinct to attack the fox.<p>

As the vulpine quickly ran down the hallway he came from he heard Dr. Polito yell loudly in the radio in his head, "My office is just up ahead, if you can make it there and punch in the code quick enough it will seal you off from that thing!"

Tails did just as he was instructed; quickly approaching the door he had been attempting to reach, staring at the keypad for a moment as he franticly racked his memory for the code. Remembering just in time he rapidly tapped in the code and the heavy door slid open, the fox jumping inside and punching the button to close the door. Just as the entrance started to shut though, the mechanical horror stuck two of it metal limbs between it, struggling to open it as it began to push the heavy door back!

"Do Something!" Polito screamed at him, the monster about to make it way inside.

Looking quickly at his wrench he thought of moving in and beating it off, but he would then be in threat of being hit with one of those heavy metal limbs or even maybe be crushed between the heavy door if he wasn't careful. He then thought about his chaos amp and quickly grabbed it from his belt, jamming the jack into his arm implant and pointing the orb at the hostile enemy.

Closing his eyes and taking a deep breath he felt his energy flow from his body and into the orb, causing it to glow brightly. Suddenly he opened his eyes and yelled loudly, a bright red orb of chaos energy shooting for the glowing globe in his paw. The energy ball hit the metal monster in its organic bodies torso, causing an explosion of flesh and blood in the impact area and making it jump back, shrieking in pain and letting the heavy door shut all the way, sealing the kitsune to safety for now.

Tails stared at the door as he sank to the floor, breathing very heavy and his heart pounding more in his chest than it ever had before, but it did remind him that he was still alive.

"Well done, I'm glad to see you weren't brutally slaughtered back there. So far you have proven yourself to be quite the sub-, survivor." Dr. Polito told the exhausted fox, "Take a moment to catch your breath then search the top-right drawer in my desk, it should be right behind you."

Nodding the fox layed still and waited to catch his next wind, soon getting up and turning to approach the desk behind him. Reaching for and opening the drawer that he was instructed to look in the fox began to feel his throat tighten, gulping it away and quickly searching through the whole drawer before he said out loud to the doctor, "There's not any access card in this drawer."

"What? Search the other ones, it has to be there!" Polito yelled back at him.

Tails franticly searched each of the other drawers in the desk, but none of them held the access card he required. He then looked up to see if it was lying on the desk itself, but that proved to be a failure too. What he did happen to find on there though, was an audio log tablet laying there, grabbing it and pressing play he heard a different female voice speak clearly though its speakers.

*"Listen, Richard. I promise I'll return to this office soon, I just have to return to my room, apartment 303 in the Western Resident of Level 3. I left something important there and I have to go get it even with everything that's out there, I've taken the access card we found so I can use the personnel lifts and get there faster. Promise me you won't leave this room no matter what, and if I'm not back in a day then that means I didn't make it. I love you Richard, Hopefully I'll see you soon."*

Tails kept looking at the audio log even after it had ended with its message, dreadful thoughts now plaguing his mind as he realized his goal had now been redirected to a completely different area of the station.

"Have you found anything?" Dr. Polito asked the vulpine, not being able to hear the log as the only audio she got from was when Tails spoke with his Vocal Recognizer and also not being able to see since there wasn't a camera in the room either.

"Yeah, it looks like the card is in room 303 of the Western Resident on the third level. A couple must have hidden in here and one left to retrieve something, she didn't seem to make it and I guess here lover went looking for her." Tails told the voice in his head.

"Well what are you waiting for? Go and retrieve it." Polito just snapped back at him.

Gritting his teeth at her tone Tails just decided to ignore her and that achieving his goal is what he should focus on. Pressing an ear to the door he entered he listened closely for any sounds that may indicate if there were any more threats outside. Hearing nothing but silence he quickly opened the door and peeked out to see if it was safe. The halls were dark and empty just as before so he cautiously walked out of the safe room, the wrench in his possession raised in his hand and the amp put back onto his utlility belt since he didnt want to exhaust himself using it.

As the fox stepped out into the familiar hallway he saw he was once again alone, the monster from before disappearing from the area it seemed. Deciding to stick to the shadows more the fox moved as quickly and as quietly as he could, going slow and steady when he was bathed in darkness and rushing to more when he needed to appear in the lights.

With his new strategy he safely found himself facing the elevator he needed to go up a level at the end of his current metal corridor. Just as he began to approach though he felt his ears twitch and fur stand up on end as a voice began to sound throughout the area. It was calm and light in its speech, but as it spoke its voice was intermingled with another deep and booming tone saying the same words at the same time, as if more than one was speaking…

"We don't know who you are, but you have attempted to wound us… Your attempts are futile though, against the might… of The Many… Tell us... What is a drop of rain compared to a storm? What is a thought compared to the mind? Our unity is full of wonder… which your tiny individualism cannot even conceive."

The voices echoed hauntingly throughout the station as if it was coming from everywhere and as Tails reached the elevator and quickly got inside he listened to it continue on.

"You seek your associates… but you cannot find them… You are so very alone… how does it feel to be a single… against... the infinite? The individual is obsolete… and when you and your kind are extinct… we shall cleanse our collective memories… of the stain of your existence…"

The doctor spoke up after the eerie monologue telling the fox, "Ignore what you just heard, that was only a vain and pathetic attempt to mess with your mind."

Tails nodded again and pressed the button on the elevator panel to take him to the third level. As the elevator began to ascend though, he heard the voices from before say one last thing.

"Do not trust... the Metal Mother..."

The last phrase floated in the kitsune's mind as he felt the elevator go up and take him to his next destination.

* * *

><p>The elevator shuddered to a stop on Level 3 of Citadel Station, the doors sliding open and revealing the two tailed kitsune that was currently attempting to survive the current hell he was in.<p>

When he stepped through the doors and entered the room that held the elevator doors he was immediately caught of guard at what he saw.

The room was just like the others with it having everything inside being either destroyed or scarred in some way, and spots of dried blood littered the area too. Despite all the similarities though the fox soon saw something that was different than what he's encountered so far.

Further on in the room, the walls, floor, and even ceiling was covered in some kind of fleshy organic material.

The biomass that stretched itself all over the place was also pulsating gently, it also had a green ooze trying to foam out in spots and was also making an awful, rancid smell that stung the vulpine nostrils.

"Before you go any further you should know what you're about to head into." Dr. Polito said to Tails, going on to tell him, "These hostile xenomorphs have chosen to use the third level of Citadel Station as their breeding grounds, not only will it be heavily guarded by those who protect the young, but you will also have to confront some of their newest creations too. Who knows what they may have come up with at this point..."

Tails felt a shiver crawl up his spine as he heard what he was in for just up ahead. Before he moved any further though he stayed back and quietly asked the doctor, "How should I approach this situation then?"

"Just keep with your previous tactic before. There are even more malfunctioning lights on Level 3 then the second one, so if you just stick to the shadows and avoid any threats you should be fine." Polito responded.

The fox agreed and began to make his way through the many numerous and somewhat similar metal corridors, sticking to the shadows that were spilled all over this level. These hallways were filled with many of the residential apartments that a great deal of the stations population owned and many of the doors were opened instead of sealed shut as the rest were. Looking inside some of the room Tails was horrified by some of the sights.

Inside many of the room laid dozens of dead corpses, the skin, muscles, and limps being torn away and blood spilt everywhere. The worse thing though was the many large, fleshy pods that stood about waist high and were even slightly transparent, which allowed anyone to see that there was something resting and moving inside of them.

"What are those things?" Tails barely whispered, his implant still allowing Polito to hear him though as she watched him from the many numerous camera around the place.

"Eggs containing their young." her voice responded, "When they succeeded in reverse engineering our medical technology to mutate part of our populous they turned many of the females into breeding tools and nursemaids for their newest creations. They incubate there new naturally bred infants here to prepare them for their future assault."

"You mean attack Mobius right?" Tails quietly asked.

"Correct. Their hive mindset is interested in only one thing, and that's joining and simultaneously destroying any organic material it comes in contact with." the doctor then said.

Tails began to grip the heavy wrench in his hand tightly as he kept moving on, seeing more dismembered bodies and eggs that were rooted to either the floor even the ceiling. The organic fleshy matter that was covering much of the areas in the metal rooms and hallways still placed everywhere throughout the area and especially near the eggs where it was covered in mass layers around them.

As he kept moving to the Western Residents, Tails began to here another voice whispering through the hall. It was different than the last though as it sounded as if it emanated somewhere from up ahead and not everywhere at once. It was a gentle female voice, making easy shushing noises while it spoke.

"Babies must rest... Babies must feed..."

Dread swept through the fox again as he realized the voice was coming from the area he needed to be. Stalking the shadows as he crept forward, the fox listened to the voice get louder and louder, it still going on with its incoherent mumblings.

"Is someone there?" the gentle voice then said after pausing for a moment.

Tails felt his heart leap up into his throat; somehow they have detected his presence despite his efforts to remain hidden.

Just then an apartment door up ahead opened and a new horrific being entered the vulpine's sight.

What he saw was the remnants of a female human, her skin had been torn completely off and showed the bare muscles of her chest, back and arms. Its stomach was greatly swollen and a dark green slime seeped out of its navel while its legs had been torn straight off and replaced with cybernetic, metal legs that bent forward at its joints instead of backwards. Her face with may have once held beauty was now showing her bare skull with muscles covering it in spots to allow it to move her jaw, her eyes also being plucked out from the sockets and replaced with two red glowing orbs that sent out visible, red lines that started to scan the area.

Tails tried to stay quiet and move back quick enough to avoid the scan, but he was to slow and watched the red lines eventually crawl over his form and past it, the monster he just met now alerted to the presence of another being near her.

The feminine horror then let out a terrible shriek, her voice suddenly change to a loud and sharp tone, the speech intertwined with a synthetic voice that shuddered is if it had a sound malfunction.

"GET OUT!" it screamed, running straight towards the discovered kitsune, her hand raised to strike him and showing that she had large knife like fingers on her hand!

The only thing Tails could think to do is turn tail and run, the cybernetic terror right on his heels!

Sprinting as fast as he could down the disserted corridors, Tails felt the sharp claws of the monster chasing him actually get just close enough to claw at him some, thin scratches beginning to coat his back and starting to bleed as he was barely to keep his pace fast enough to outrun his attacker.

While the vulpine ran for his life he noticed an open room at the end of the hall. Moving faster than he ever had before from the terrifying fear he felt, the vulpine successfully made his way through the opened doorway, managing to close the barrier just in time for the cybernetic monstrosity to slam into the closed barricade, the transformed female screaming in frustration and clawing at the metal door in vein.

With his heart pounding in his chest and his breathing irregularly heavy the fox turned around and then noticed what was in the room with him.

Turning around Tails saw that inside the living space he had fled into, was about a dozen of the fleshy egg pods that littered that whole level!

His horrified thoughts then soon turned reality, as the eggs began to shudder and the top of them actually began to burst open, with something beginning to crawl its way out!

* * *

><p>And there you have chapter 3.<p>

As for a response to the awsome people who reviewed so far, it may seem like im referencing all of those wonderfull series that you guys have mentioned, but actually other than the video of the search team being inspired by Aliens, everything else is straight from System Shock, though I can completely understand why you would think otherwise. Both Mass Effect and System Shock use a type of technological adept and each have simmilar names for core plot areas, and as for both Dead Space and Bioshock though there litterally the exact same game. Bioshock was made by the same people behind System Shock and as much as I love Dead Space, its nothing but a complete rip-off of the franchise, though I will admit that Aliens beat System Shock to the punch with the giant eggs incubating the xenomorphic infants. And as for Silent Hill I'm as just as big of a fan of that series too so when I use my own type of monsters, like the spider one, I'll add a little inspiration from that series as well.

If I haven't made myelf clear with that little fanboy rant though then I'll just go ahead and tell you, play System Shock! Seriously. It's a Masterpiece of horror games and I can't praise it enough.

R&R


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